Terms and Conditions

GENERAL DELIVERY AND PAYMENT TERMS
From: AGRIPROM Stable mats e.g. De Grift 7, 7711 EP Nieuwleusen registered under number 050 61 635 of the Trade Register in Zwolle.
These terms and conditions have been filed under the same number at the Chamber of Commerce in 

1. GENERAL
1.1 These terms and conditions apply to all agreements concluded by AGRiPROM Stalmatten for example, to be referred to as the seller, with (a) counterparty (s), also referred to as the buyer, or agreements resulting therefrom. Statements from the party that uses the present terms and conditions (seller) are not intended to be binding. They are therefore without obligation, to the extent that the contrary does not appear unambiguously.

1.2 These terms and conditions will at all times prevail over any terms and conditions used by the buyer, insofar as it has not been explicitly agreed otherwise in writing.
1.3 The present conditions also apply to agreements with the user, for the implementation of which third parties must be involved.
1.4 Any deviations from these general terms and conditions are only valid if they are explicit
agreed in writing.
1.5 These terms and conditions are also available in English, but the Dutch version prevails.

2. OFFERS AND AGREEMENT
2.1 All offers made by the seller are without obligation, subject to a written term of binding. An agreement only comes into existence after receipt of order confirmation.
2.2 In the event that a written confirmation from the seller has been sent in respect of any agreement, the parties are bound by that confirmation and the confirmation is deemed to represent the correct content of the agreement.
2.3 The prices provided at the time of the conclusion of an agreement are based on the
material and raw material prices, salaries, social security charges, transport costs,
fuel prices etc. and excluding any taxes or other levies. An increase or
reduction in one or more of the cost factors may be passed on by the seller.
2.4 The data stated in catalogs, images, drawings, standardization sheets and the like are not binding,
except to the extent that they are expressly included in a contract signed by the parties or a
order confirmation signed by the buyer, without prejudice to the seller's responsibility for data provided by him. Slight differences in weight / quantity / size or subordinate changes in construction or parts required for good execution are reserved.

3. PRICE
3.1 The prices quoted for deliveries in the Netherlands are Ex Works (acc. To Incoterms 2010). Price quotes are exclusive of VAT and other levies imposed by the government.
3.2 Orders are Ex Works (acc. To Incoterms 2010). For orders, the seller will be the actual
shipping costs or a fixed storage for shipping costs.
3.3 If, at the request of the buyer, the delivery is postponed or accelerated, the seller is entitled to compensation for the costs arising from this postponement or from this acceleration and from the statutory interest on the price of the products involved in the postponement. If delivery is postponed, warehouse and storage costs will be charged.
3.4 If the supply or at the place of delivery requires extra working hours due to the lack of pavement or a paved road or due to other circumstances, the seller is entitled to charge these hours separately.
3.5 Any installation costs, assembly costs, packaging and other costs to be incurred in connection with the delivery are not included in the price.

4. DELIVERY AND DELIVERY TIME
4.1 The specifications of delivery times in offers, confirmations and / or contracts are made to the best of our knowledge and will be taken into account as much as possible, but are not binding.
4.2 The seller has fulfilled his delivery obligation if he has delivered Ex Works in the Netherlands (ground floor), without prejudice to compliance with any other agreed
obligations. Deliveries also include agreed partial deliveries.
4.3 The seller reserves the right, after consultation with the buyer, to deliver the order in parts and to invoice these partial deliveries.
4.4 All goods to be delivered are at the risk of the buyer, and delivery is deemed to have taken place by offering the goods at the agreed place. If it has been agreed that the seller will deliver DDU, then the seller is free to choose the means of transport and the buyer is always obliged to lend his cooperation to the delivery operation.
4.5 A document provided on delivery is deemed to accurately reflect the quantity and quality of the goods, unless the buyer immediately informs the seller of any objections in writing.
The buyer is obliged to check the goods on receipt for quantity and quality.
4.6 In the event of on-demand delivery, the buyer is obliged to call the goods within the term set for that purpose and, in the absence of a previously agreed term, no later than within 3 months after the conclusion of the agreement, or within the term as stated in a written demand for the salesman. In the absence of a call or purchase within one of the aforementioned periods, the seller has the right to charge the sold goods and to store them for the account and risk of the buyer, or the agreement by simple notification, without judicial intervention being required. to be dissolved. In the case of invoicing, the payment obligation of the buyer commences immediately, while in the event of dissolution the buyer is obliged to compensate all damage suffered by the seller.
4.7 Commencement of delivery period is the stated date on the order confirmation.
Specified delivery times always count as approximations and never as a deadline. If the parties have not agreed a delivery time, the buyer must authorize the seller in writing for a period of at least one month to still perform before being able to rely on exceeding the delivery time. The seller will always try to meet a specified delivery time as much as possible, but exceeding it can never lead to liability of the seller, except in the case of intent or gross negligence, nor does the buyer have the right to cancel the order or to receive the goods. refuse. Exceeding the delivery time due to late delivery by suppliers can never lead to seller's liability.
4.8 Return shipments are only permitted if and insofar as the seller expresses this to her
has given prior written permission and are for the risk of the buyer.

5. FORCE MAJEURE
5.1 Circumstances of such a nature that claiming compliance or further compliance with an agreement vis-à-vis one of the parties would be manifestly unreasonable, or actually impossible, apply to that party as force majeure.
5.2 In the event of force majeure, the seller is not obliged to continue the agreement, nor is it obliged to pay any compensation. In the event of continuous force majeure, the seller is entitled to the agreement as
declare dissolved and / or suspend, but in such a case the buyer is obliged to declare the
situation of force majeure delivered goods and / or services to the seller.
Unless the parties expressly agree otherwise, it is considered to be continuous
force majeure if the force majeure lasts longer than two months. In the event of a temporary force majeure situation, the obligations will be resurrected as soon as the force majeure situation has ended.

6. PAYMENT
6.1 Payment for goods delivered by the seller must be made at the latest
within 14 days after the invoice date, without any discount and at a price indicated by the seller
bank or giro account, or in cash at the seller's office. Settlement becomes explicit
excluded, unless mandatory legal provisions otherwise stated.
In the event that an order is executed in parts, the seller is entitled to demand payment for partial deliveries before making the other partial deliveries.
6.2 Payments made by the buyer always serve to settle all interest and costs owed and subsequently to due and payable invoices that have been outstanding the longest, even if the buyer states that this payment relates to a later invoice.
6.3 If, and to the extent that, according to the buyer, there are defects in a delivered product, he is not entitled to refuse payment or to suspend his payment obligation with regard to products from the same shipment or delivery for which no complaints have been made.
6.4 If payment is not made in cash, or in the absence of a payment at the latest on the due date as
referred to in point 6. sub 1., the buyer is legally in default, without a notice of default being required. In such a case, the total claim of the seller, including those relating to invoices that have not yet expired, is immediately due and payable. The buyer then also owes the seller a statutory interest for commercial transactions. In addition, the buyer owes the seller all costs, both judicial and extrajudicial, which the seller must incur in order to settle his claim. The extrajudicial collection costs for handing over the claim amount to 15% of the amount given for collection, without a maximum and with a minimum of € 100.00. The mere fact that the seller insures itself with the help of a third party to collect, shows the amount and the obligation of the buyer to pay the extrajudicial collection costs. If the bankruptcy of the buyer is applied for within the framework of collection measures, the buyer will also owe the usual costs of a bankruptcy petition in the relevant district.
6.5 If the buyer is declared bankrupt, a suspension of payment is granted, the liquidation or sale of his company proceeds, seizure of his goods or part thereof, the seller is entitled - irrespective of any arrangement made or not expired. payment terms - to take back goods already delivered, or his claim is suddenly due, or the seller has the right to dissolve the agreement, possibly for the part that has not yet been executed, by simple notification and without judicial intervention being required, one and other without prejudice to sellers
right to compensation for loss, lost profit, interest and costs incurred.
6.6 As long as the buyer has not fully complied with his payment obligation, the seller is not obliged
to make further deliveries, which also applies to a reduction in the seller's opinion
creditworthiness of buyer. The seller has the right to security for payment at any time
to demand deliveries, while the seller is entitled in the absence of a required guarantee
cancel the agreement, even if it has not yet been executed, without any obligation to pay compensation. If the buyer remains in default, the seller has the right to suspend its obligations and the right to get any damage compensated by the seller.

7. RETENTION OF TITLE
7.1 The ownership of the goods is not transferred to the buyer, and the entire legal and economic
ownership of the goods remains reserved to the seller, unless and until the seller has received full payment for the goods, including all secondary costs such as interest, collection costs, charges, expenses etc. due
7.2 Goods whose delivery has been suspended pending payment by the buyer, as well as goods that have been wrongly refused or not taken by the buyer, will be held and stored by the seller at the expense and risk of the buyer.
7.3 The buyer is not entitled to transfer goods on which the retention of title rests to third parties, or to pledge any rights or any other security right to these goods by any agreement or act.
7.4 The seller will, where appropriate, be entitled to unhindered access to the delivered goods. The buyer shall fully cooperate with the seller in order to give the seller the opportunity to exercise the retention of title included in paragraph 1 by taking back the delivered goods, including any necessary disassembly.

8. LIABILITY
8.1 Notices from the seller relating to quality or other properties of the goods and / or services only bind the seller after they have been made in writing with the unmistakable intention of providing a guarantee. Any liability for damage, both direct and indirect, arising as a result of the composition or quality of the goods and / or services supplied by the seller is expressly excluded, insofar as this is at least not the result of intent or gross negligence on the part of the seller. The seller must always be given the opportunity to properly deliver and / or perform.
8.2 Advice is given at all times to the best of our knowledge and knowledge and can never give rise to any liability for any damage whatsoever, except in the case of intent or gross negligence.
8.3 If data supplied by the seller on quality and properties provided by the seller have been included that these goods do not satisfy for the proof of the buyer, then any liability of the seller can never go beyond the claims which the seller has against the manufacturer can assert.
8.4 The buyer indemnifies the seller from all liability that the seller might incur towards third parties with regard to goods and / or services delivered by the seller to the buyer.
8.5 Goods supplied by the seller have been manufactured to the best of their knowledge and knowledge and any specified properties have been tested experimentally, but are not and cannot be guaranteed. With the exception of intent and gross negligence, no liability is accepted in this regard.
8.6 Regarding dosage and application by the buyer of goods delivered by the seller, neither with regard to improper use, nor with regard to use not in accordance with the purpose, any liability, not even for possible consequential damage, is accepted.
8.7 In the event that the equipment and / or goods supplied by the seller should not function properly, the buyer must at all times give the seller the opportunity to arrange for repair or replacement. The seller is under no circumstances obliged to pay more than redelivery or compensation for damage, which will never be higher than the invoice amount. Any further liability is expressly excluded.
8.8 In the event of a demonstrable intent or gross negligence on the part of the seller, the seller's liability will never exceed the amount of the invoice amount that relates to the delivery to which the claim for compensation is directly or indirectly related.

9. COMPLAINTS AND WARRANTY
9.1 Any complaints must be made known to the seller in writing under penalty of forfeiture within a reasonable period of time, but no later than within 8 days after receipt of the goods. Any right to claim expires if the goods have been put into use by the buyer or have been resold by the buyer.
9.2 In the event of hidden defects, or defects, which could not be immediately established by the buyer under normal vigilance, any right of complaint lapses if a period of 3 months has elapsed between delivery and complaint.
9.3 In the event of a complaint, the buyer is obliged to give the seller the opportunity to state what has been stated
investigate defectiveness, failing which any right to complain will lapse. A
any sample must be taken in consultation with the seller and in his presence and sent sealed for the purpose of investigation.
9.4 If the complaint is deemed justified by the seller, then this is never obliged to more than free redelivery, or to pay a compensation up to the amount invoiced.
9.5 In any case, the guarantee does not cover defects that occur in or are wholly or partly the result of: the purchaser's non-compliance with instructions for use / dosage or other than the normal use envisaged; normal wear and tear; not, or incorrectly performed, maintenance, installation, assembly, modification or repair by the buyer or third parties.
9.6 If the quality deviation is only of a minor nature or relates only to a small part of the batch, no replacement will take place, but the buyer will only be entitled to reasonably determine the loss of value by the seller.
9.7 The seller is under no circumstances liable for any other performance or compensation than described in the previous paragraphs. The seller therefore accepts no liability for any consequential damage, including business damage, which the customer may suffer on the basis of defective or incomplete deliveries.
9.8 Return shipments are only permitted if and insofar as the seller expresses this to her
has granted prior permission and are for the risk of the buyer.

10. CANCELLATION
10.1 If the buyer fails to meet his obligations in any respect, the seller is entitled to cancel all current orders, including those already partially executed.
10.2 In the event that the buyer cancels an order in whole or in part, in addition to the right to demand fulfillment, the seller also has the right to request reimbursement of goods and / or services delivered up to that time, as well as reimbursement of all costs and damage, interest and loss. profit.

11. WITHDRAWAL PERIOD
Insofar as waiting times are specified with regard to the seller's products
deadlines to be observed for the slaughter and / or delivery of milk, these waiting times are derived from the rules of experience with healthy animals and under normal circumstances and as far as known to the seller. Exceptions to this period are possible and if such a limit is exceeded
waiting period, the seller is in no way liable for the consequences of such
exceedance.

12. SUSPENSION AND DISSOLUTION
12.1 If the buyer does not, not properly or not in time meet any obligation arising from an agreement concluded with the seller, or if it is seriously doubtful whether the buyer is able to meet his contractual obligations towards the seller, the the seller is entitled, without notice of default or judicial intervention, to suspend the performance of any agreement concluded with the buyer, or to dissolve it wholly or in part, without this leading to any
compensation will be held and without prejudice to the rights that he is entitled to.
12.2 If one of the parties applies for suspension of payment or is declared bankrupt, the other party has the right to declare the agreements concluded dissolved by written notice, or (the choice is made to him) to fulfill his obligations. to suspend. All payments due to the party entitled to cancellation will then become immediately due and payable. Moreover, the rights with regard to non-fulfillment of obligations to the party concerned remain reserved.

13. PARTIAL NULLITY
13.1 The invalidity of any provision of these terms and conditions does not affect the validity of the other provisions of these terms and conditions.
13.2 If the seller does not always demand strict compliance with these conditions, this does not mean that the seller waives the right to demand strict compliance in any case.

14. APPLICABLE LAW AND DISPUTES
14.1 All offers made by the seller, agreements concluded between the seller and third parties, or agreements ensuing therefrom, are governed exclusively by Dutch law.
14.2 All disputes arising from offers, agreements or derivative thereof
agreements are settled exclusively by the court in whose jurisdiction the seller is
established, unless mandatory legal provisions have been stated otherwise. The seller has the right at all times to address a competent court other than the judge of his jurisdiction.

15. INTELLECTUAL PROPERTY
15.1 The seller has not carried out a check regarding the possible existence of intellectual
property rights of third parties that could be infringed as a result of the sale and / or delivery of the goods, and the seller cannot be held liable for any damage (compensation) in that regard.
15.2 On the basis of the sale of goods, no license is granted - implicitly or otherwise - under any intellectual property right relating to the composition and / or application of the goods, and the buyer expressly accepts, on the basis of the import and / or application of the goods by the buyer, whether this is done alone or in combination with other materials or in a certain processing operation, all risks of an infringement of intellectual property.